SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB/A


(MARK  ONE)

  X     QUARTERLY  REPORT  UNDER  SECTION  13  OR  15(D)  OF  THE
       SECURITIES  EXCHANGE  ACT  OF  1934

                  FOR THE QUARTERLY PERIOD ENDED June 30, 2002

       TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR
       SECTION  15(D)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

          FOR  THE  TRANSITION  PERIOD  FROM  _____________  TO  ______________


                        COMMISSION FILE NUMBER: 000-30785

                                DSTAGE.COM, INC.
      (EXACT NAME OF SMALL BUSINESS REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE                                                              52-2195605
(State or other jurisdiction                                   (I.R.S.  Employer
of incorporation or organization)                           Identification  No.)

1600  BROADWAY,  SUITE  2400                                               80202
DENVER,  COLORADO                                                    (Zip  Code)
                    (Address of principal executive offices)

                                 (303) 542-1802
               Registrant's telephone number, including area code


              SECURITIES REGISTERED UNDER SECTION 12(B) OF THE ACT:

                                      NONE

         SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:

                                (TITLE OF CLASS)
                         COMMON STOCK, PAR VALUE $0.001

    Check  whether  the  issuer  (1)  filed  all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has  been subject to such filing requirements for the past 90 days. Yes  X    No

As of July 30, 2002, the Registrant had outstanding 15,171,601 shares of Common
Stock, $0.001 par value, including 2,400,000 shares of treasury stock.

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                                     PART I

The amendment to the 10-QSB filed on August 16, 2002 is being made to include
the  Certification of the Chief Executive Officers and the Chief Financial
Officer.

The financial statements and their accompanying notes previously filed in the
10-QSB on August 16, 2002, had no changes and are referenced herein.

To view the previously filed financial statements, notes to financial statements
and the Managements Discussion and Analysis you can go to www.sec.gov.

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                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the Quarterly Report of Dstage.com, Inc. (the "Company") on
Form 10-QSB for the period ending June 30, 2002 as filed with the Securities and
Exchange  Commission on the date hereof (the "Report"), I,  Frank Maresca, Chief
Executive  Officer  of  the  Company,  certify,  pursuant to 18 U.S.C.  1350, as
adopted pursuant to  906 of the Sarbanes-Oxley Act of 2002, that, to the best of
my  knowledge  and  belief:

(1)     The  Report  fully  complies  with  the requirements of section 13(a) or
15(d)  of  the  Securities  Exchange  Act  of  1934;  and

(2)     The information contained in the Report fairly presents, in all material
respects,  the  financial  condition  and  result  of operations of the Company.

IN WITNESS  WHEREOF,  the undersigned has executed this  certification as of the
16th  day  of  August,  2002.



/s/Frank  Maresca
   Frank  Maresca
   Chief  Executive  Officer

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                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In  connection  with the Quarterly Report of Dstage.com, Inc. (the "Company") on
Form 10-QSB for the period ending June 30, 2002 as filed with the Securities and
Exchange  Commission  on the date hereof (the "Report"), I, Jane Olmstead, Chief
Financial  Officer  of  the  Company,  certify,  pursuant to 18 U.S.C.  1350, as
adopted pursuant to  906 of the Sarbanes-Oxley Act of 2002, that, to the best of
my  knowledge  and  belief:

(1)     The  Report  fully  complies  with  the requirements of section 13(a) or
15(d)  of  the  Securities  Exchange  Act  of  1934;  and

(2)     The information contained in the Report fairly presents, in all material
respects,  the  financial  condition  and  result  of operations of the Company.

IN WITNESS  WHEREOF,  the undersigned has executed this  certification as of the
16th  day  of  August,  2002.

/s/Jane  Olmstead
   Jane  Olmstead
   Chief  Financial  Officer

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                                   SIGNATURES
Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  dully  caused  this  report  to  be signed on its behalf by the
undersigned  hereunto  duly  authorized.

                                DSTAGE.COM, INC.
Dated:  August  16,  2002

By:

/s/  Frank  R.  Maresca,  Jr.
     Frank  R.  Maresca,  Jr.,
     Chief  Executive  Officer,  Director

/s/Jane  Olmstead
   Jane Olmstead, Director,
   Interim Chief Financial Officer,
   Audit Committee Member

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